M&A - Charlton Aria Acquisition Corp

Form Type: 8-K

Filing Date: 2025-05-19

Corporate Action: Merger

Type: New

Accession Number: 000121390025045388

Filing Summary: On May 13, 2025, Sunny Tan Kah Wei, the sole shareholder of ST Sponsor II Limited, completed a Share Purchase Agreement with Sovereign Global Trust LLC. Mr. Wei sold his 100% interest in Sponsor to Buyer for $4,000,000 in cash. With this transaction, Valley Point Limited became the sole shareholder of Sponsor, thus acquiring the voting and investment discretion over the Company's shares. Although the transaction resulted in a change in control of the Company, the board of directors and officers remained unchanged. The Company may now be considered a 'foreign person' under CFIUS regulations, potentially limiting its ability to engage in a business combination with U.S. target companies due to foreign investment review protocols.